Boardroom Alpha
Start trial
10-Q primary document
TXNM · Quarterly Report (Form 10-Q) · Filed August 1, 2025

Txnm Energy Inc — 10-Q exhibit

txnm6302025ex109.htm
Txnm Energy Inc on Boardroom Alpha
Document

FOURTH AMENDMENT
TO THE
TXNM ENERGY, INC.
2024 LONG-TERM INCENTIVE PLAN
PNM Resources, Inc. previously adopted the 2024 Long-Term Incentive Plan (the “Plan”) pursuant to the PNM Resources, Inc. 2023 Performance Equity Plan (the “PEP”). Effective as of August 2, 2024, PNM Resources, Inc. changed its name to TXNM Energy, Inc. (the “Company”). The PEP was subsequently renamed the TXNM Energy, Inc. 2023 Performance Equity Plan and the Plan has been renamed the TXNM Energy, Inc. 2024 Long-Term Incentive Plan. The Plan has been amended on three prior occasions. By this instrument, the Company desires to amend the Plan as set forth below.
1.This Fourth Amendment shall be effective as of April 14, 2025.
2.Attachment B to the Plan is hereby amended and restated to read as attached as Exhibit 1 hereto.
3.Attachment C to the Plan is hereby amended and restated to read as attached as Exhibit 2 hereto.
4.This Fourth Amendment amends only the provisions of the Plan as noted above, and those provisions not expressly amended shall be considered in full force and effect. Notwithstanding the foregoing, this Fourth Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions and intent of this Fourth Amendment.
IN WITNESS WHEREOF, the Company has caused this Fourth Amendment to be executed by its duly authorized representative on this ___ day of July, 2025.
TXNM ENERGY, INC.

By: /s/ Brian G. Iverson                    
Brian G. Iverson
General Counsel, Senior Vice President Regulatory and Public Policy, and Corporate Secretary


Exhibit 1

ATTACHMENT B
Performance Share Award Opportunity Table
Officer LevelThreshold AwardTarget AwardMaximum Award
Executive Chair (beginning July 1, 2025); CEO (January 1, 2024-June 30, 2025)Performance Shares = 101.5% of base salaryPerformance Shares = 203% of base salaryPerformance Shares = 406% of base salary
CEO and President (beginning July 1, 2025)Performance Shares = 113.75% of base salaryPerformance Shares = 227.5% of base salaryPerformance Shares = 455% of base salary
President and COO (January 1, 2025-June 30, 2025)Performance Shares = 78.75% of base salaryPerformance Shares = 157.5% of base salaryPerformance Shares = 315% of base salary
President and COO (January 1, 2024-December 31, 2024) Performance Shares = 57.75% of base salaryPerformance Shares = 115.5% of base salaryPerformance Shares = 231% of base salary
General Counsel, Senior Vice President Regulatory and Public PolicyPerformance Shares = 47.25% of base salaryPerformance Shares = 94.5% of base salaryPerformance Shares = 189% of base salary
All other SVPsPerformance Shares = 29.75% of base salaryPerformance Shares = 59.5% of base salaryPerformance Shares = 119% of base salary
SVP Corporate ServicesPerformance Shares = 28% of base salaryPerformance Shares = 56% of base salaryPerformance Shares = 112% of base salary
VP, NM Operations; VP, Investor and Community Relations1
Performance Shares = 22.75% of base salary Performance Shares = 45.5% of base salary Performance Shares = 91% of base salary
All other VPsPerformance Shares = 19.25% of base salaryPerformance Shares = 38.5% of base salaryPerformance Shares = 77% of base salary


1 Reflects officer’s title as of April 27, 2024.
2

Exhibit 2

ATTACHMENT C
Time-Vested Restricted Stock Rights Award Opportunity Table
Officer LevelAward
Executive Chair Restricted Stock Rights = 87% of base salary
CEO and PresidentRestricted Stock Rights = 97.5% of base salary
General Counsel, Senior Vice President Regulatory and Public PolicyRestricted Stock Rights = 40.5% of base salary
All other SVPs Restricted Stock Rights = 25.5% of base salary
SVP Corporate ServicesRestricted Stock Rights = 24% of base salary
VP, NM Operations; VP, Investor and Community Relations2
Restricted Stock Rights = 19.5% of base salary
All other VPsRestricted Stock Rights = 16.5% of base salary

2 Reflects officer’s title as of April 27, 2024.
3
Disclaimer

The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.

This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.

None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.

No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.

Full disclaimer